UNITED STATES STEEL CORP MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)


Insight

For the three months and six months ended June 30, 2022, the Company delivered
record financial performance with all segments reporting improving or consistent
results. All segments benefited from higher pricing but were also adversely
impacted by higher material and energy costs. In the U.S., the Company was
successful in leveraging its diverse end-market exposure and value-focused
commercial strategy to deliver record second quarter performance.

The Company expects commercial headwinds from lower steel selling prices and
lower demand from select end markets in our domestic and European steelmaking
segments to result in a material decline in financial performance compared to
the second quarter. Industry statistics and customer input suggests underlying
demand remains healthy and should rebound upon signs of steel prices bottoming.
The Company continues to monitor market conditions to ensure our order book and
production footprint are balanced. Our diverse end-market exposure and
increasingly flexible operations are expected to keep our business resilient.

In the U.S., consumer-oriented markets like automotive and appliance continue to
experience supply chain production disruptions, while line pipe and energy
demand is accelerating. In the third quarter, the Company expects flat-rolled
steel demand to be adversely impacted by the declining steel price environment.
In Europe, the conflict in Ukraine and its negative impact on raw material and
energy prices are reducing manufacturing and industrial demand. As a result, in
the third quarter, the Company is seeing significant margin compression as steel
prices have softened while input costs remain elevated. In Tubular, the Company
continues to benefit from higher pricing as demand for seamless tubular pipe
from the energy market remains strong.

In February 2022, Russia invaded Ukraine and active conflict continues in the
country. The war in Ukraine will likely continue to cause disruption and
instability in Russia, Ukraine, as well as the markets in which we operate. The
Company is constantly monitoring the situation for impacts and risks to the
business and is implementing risk mitigating strategies where possible.

Following the invasion, governments around the world, including the
European Union (EU) and The United States of America (WE), have enacted sanctions against Russia and Russian interests. We comply with all applicable sanctions that impact our business.

USSE purchases certain raw materials from sources that source from
Russia, including natural gas and iron ore. From the start of the war and before, the USSE built up its inventory of iron ore and coal and purchased them from alternative sources. Current levels of iron ore and coal are sufficient to meet customer demand in the third quarter.

With the EU prohibiting purchases of coal from suppliers in Russia, new
purchases of coal originating from Russia have stopped. The Company has built up
sufficient inventory on site or in-transit to meet current customer demand.
Efforts to secure alternate sources of supply are underway to continue meeting
demand.

Additionally, in response to sanctions, Russia has limited supply of natural gas
to certain countries. We understand that the country of Slovakia has natural gas
storage levels that are sufficient to cover Slovakia's consumption, and Slovakia
expects additional shipments originating not from Russia, but from Norway and
liquefied natural gas from the U.S. and Africa. Those shipments should be
sufficient to cover the needs for the 2022/2023 winter heating season for both
households as well as industry, based on the public announcement of the Slovak
Ministry of Economy on July 12, 2022. While not expected, if a natural gas
crisis is declared in Slovakia, operations at our USSE business could be
materially adversely impacted.

Future sanctions and responsive actions in the region remain uncertain, but we
continue to engage with various governmental authorities and suppliers as we
navigate the volatile situation. Our team in USSE has been engaged in
humanitarian efforts related to the war, and we continue to operate to support
the region's people and economy.
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RESULTS OF OPERATIONS
U. S. Steel's results in the three and six months ended June 30, 2022 compared
to the same periods in 2021 benefited from significantly improved business
conditions in each of the Company's four reportable segments:

•North American Flat-Rolled (Flat-Rolled): Flat-Rolled results improved
primarily due to higher steel prices across most consumer and manufacturing
industries, with contract prices higher than pricing in the prior year periods.
The benefit of pricing was partially offset by lower sales volume year to date
and increased raw material and energy costs.

•Mini Mill: Mini Mill results declined in the three-month period primarily from
higher raw material costs, partially offset by higher steel prices across most
customer and manufacturing industries. Mini Mill results improved in the
six-month period primarily due to higher steel prices and volume across most
customer and manufacturing industries, partially offset by higher raw material
costs.

•U. S. Steel Europe (USSE): USSE results improved primarily due to higher steel
prices, partially offset by increased raw materials and energy costs and lower
sales volume.

•Tubular Products (Tubular): Tubular results improved primarily due to higher
steel prices and demand from the steady increase of drilling activity. These
benefits were partially offset by continued high levels of imports.

Net sales by segment for the three and six months ended June 30, 2022 and 2021 are presented in the following table:

                                        Three Months Ended June 30,                  Six Months Ended June 30,
(Dollars in millions, excluding
intersegment sales)                         2022          2021         % Change          2022           2021        % Change
Flat-Rolled                             $    3,724    $    2,991         25%       $        6,678    $  5,263         27%
Mini Mill (a)                                  838           759         10%                1,556       1,209         29%
USSE                                         1,342         1,078         24%                2,593       1,876         38%
Tubular                                        381           184         107%                 690         318         117%
   Total sales from reportable segments      6,285         5,012         25%               11,517       8,666         33%
Other                                            5            13        (62)%                   7          23        (70)%
Net sales                               $    6,290    $    5,025         25%       $       11,524    $  8,689         33%
(a) For the six months ended June 30, 2021 the Mini Mill segment was added after January 15, 2021 with the purchase of the
remaining equity interest in Big River Steel.



Management's analysis of the percentage change in net sales for U. S. Steel's
reportable business segments for the three months ended June 30, 2022 versus the
three months ended June 30, 2021:

                                            Steel Products (a)
                               Volume             Price             Mix                 FX (b)             Other (c)             Net Change
Flat-Rolled                            2  %             25  %            (3) %                  -  %                  1  %                  25  %
Mini Mill                              -  %             11  %            (1) %                  -  %                  -  %                  10  %
USSE                                  (8) %             44  %             1  %                (13) %                  1  %                  25  %
Tubular                               27  %             86  %            (4) %                  -  %                 (2) %                 107  %
(a) Excludes intersegment sales.
(b) Foreign currency translation effects.
(c) Primarily of sales of raw materials and coke making by-products.



Net sales for the three months ended June 30, 2022 compared to the same period
in 2021 were $6,290 million and $5,025 million, respectively.
•For the Flat-Rolled segment the increase in sales primarily resulted from
higher average realized prices ($261 per ton) across most products and increased
shipments (39 thousand tons) primarily from lower value-added products.
•For the Mini Mill segment the increase in sales primarily resulted from higher
average realized prices ($124 per ton) across all products.
•For the USSE segment the increase in sales primarily resulted from higher
average realized prices ($312 per ton) across all products, partially offset by
decreased shipments (100 thousand tons) across most products.
•For the Tubular segment the increase in sales primarily resulted from higher
average realized prices ($1,094 per net ton) and increased shipments (31
thousand tons).

Management's analysis of the percentage change in net sales for U. S. Steel's
reportable business segments for the six months ended June 30, 2022 versus the
six months ended June 30, 2021 is set forth in the following table:
                                      -27-
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                                                            Steel Products (a)
                                                                                                                                           Net
                               Volume           Price           Mix       Acquisition Variance       FX (b)           Other (c)           Change
Flat-Rolled                          (6) %           31  %           -  %                   n/a             -  %                2  %            27  %
Mini Mill (d)                        (4) %           24  %           -  %                  9  %             -  %                -  %            29  %
USSE                                 (1) %           49  %           -  %                   n/a           (11) %                1  %            38  %
Tubular                              33  %           90  %          (4) %                   n/a             -  %               (2) %           117  %
(a) Excludes intersegment sales.
(b) Foreign currency translation effects.
(c) Primarily of sales of raw materials and coke making by-products.
(d) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.



Net sales for the six months ended June 30, 2022 compared to the same period in
2021 were $11,524 million and $8,689 million, respectively.
•For the Flat-Rolled segment the increase in sales primarily resulted from
higher average realized prices ($369 per ton) across most products, partially
offset by decreased shipments (346 thousand tons) primarily from higher
value-added products.
•For the Mini Mill segment the increase in sales primarily resulted from higher
realized prices ($243 per ton) across all products and increased shipments (59
thousand tons) as a result of the partial period of the Company's controlling
interest in Big River Steel in January of 2021.
•For the USSE segment the increase in sales primarily resulted from higher
average realized prices ($331 per ton) across all products, partially offset by
decreased shipments (33 thousand tons) across most products.
•For the Tubular segment the increase in sales primarily resulted from higher
average realized prices ($1,030 per net ton) and increased shipments (70
thousand tons).

Selling, general and administrative expenses

Selling, general and administrative expenses were $112 million and $229 million
in the three months and six months ended June 30, 2022, respectively, compared
to $106 million and $208 million in the three months and six months ended
June 30, 2021, respectively. The increase in expenses in the three months and
six months ended June 30, 2022 versus the same periods in 2021 was primarily in
our Mini Mill and USSE segments from higher profit, variable or incentive based
costs.

Restructuring and other costs

During the three months and six months ended June 30, 2022, the Company recorded
restructuring and other charges of $17 million and $34 million, respectively,
compared to $31 million and $37 million three months and six months ended
June 30, 2021, respectively. See Note 20 to the Condensed Consolidated Financial
Statements for further details.

Operating Configuration Settings

The Company also adjusted its operating configuration in response to global
overcapacity, unfair trade practices and increases in domestic demand as a
result of tariffs on imports by indefinitely and temporarily idling and then
re-starting production at certain of its facilities. U. S. Steel will continue
to adjust its operating configuration in order to maximize its strategy of
providing Best for All profitable steel solutions for all stakeholders.

Inactive operations

In December 2019, US Steel said it would idle a significant portion of Great Lakes Works indefinitely due to market conditions, including high levels of imports. The Company has begun idling steel facilities in March 2020 and installation of hot rolling strips at
June 2020.

In 2020, we took actions to adjust our footprint by idling certain operations to
better align production with customer demand and respond to the impacts from the
COVID-19 pandemic. The operations that were initially idled in 2020 and remained
idle as of June 30, 2022 included:

•Blast Furnace A at Granite City Works
•Lone Star Tubular Operations
•Lorain Tubular Operations
•Wheeling Machine Products coupling production facility at Hughes Springs, Texas

From June 30, 2022the book value of idle fixed assets for the facilities listed above was: Granite City Works Blast Furnace A, $55 million; Lone Star Tubular Operations, $5 million; Lorain Tubular Operations, $65 million; and the production site of Wheeling Machine Product, immaterial.

                                      -28-
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In December 2021, the Company permanently idled the steelmaking operations at
Great Lakes Works. In addition, in March 2022, the Company permanently idled the
finishing facilities at its East Chicago Tin operations, which had been idled on
an indefinite basis during 2019. In the second quarter 2022, the Company
recognized charges of approximately $151 million for the write-off of the blast
furnaces and related fixed assets for the permanent idling of the iron making
process at the Company's Great Lakes Works facility. The coil finishing process
at Great Lakes Works continues to operate and remains a component of the
Company's operating plans.

Earnings (loss) before interest and income taxes by segment is set forth in the
following table:

                                                          Three months ended
                                                               June 30,    

% Six months completed June 30th% (dollars in millions)

                                      2022        2021        Change           2022          2021        Change
Flat-Rolled                                             $    777    $   579             34  % $       1,290    $   725             78  %
Mini Mill (a)                                                270        284             (5) %           548        416             32  %
USSE                                                         280        207             35  %           544        312             74  %
Tubular                                                      107          -            100  %           184        (29)           734  %
               Total earnings from reportable segments     1,434      1,070             34  %         2,566      1,424             80  %
Other                                                        (12)        14           (186) %            (5)        22           (123) %
               Segment earnings before interest and
               income taxes                                1,422      1,084             31  %         2,561      1,446             77  %

Items not assigned to segments:

               Restructuring and other charges               (17)       (31)                            (34)       (37)
               Asset impairment charges                     (151)       (28)                           (157)       (28)
               Other charges, net                              -         (6)                              2        (48)
               Gains on assets sold and previously held
               investments                                     -         15                               -        126

Total earnings before interest and income taxes $1,254 $1,034

             21  % $       2,372    $ 1,459             63  %

(a) mini mill segment added after January 15, 2021 with the purchase of the remaining stake in Great River Steel.

Segment Results for Flat Laminates

                                              Three months ended June 30,           %           Six months ended June 30,          %
                                                 2022              2021           Change           2022            2021          Change
Earnings before interest and taxes ($
millions)                                  $         777     $         579             34  % $       1,290     $      725             78  %
Gross margin                                          24   %            25  %          (1) %            23   %         21  %           2  %
Raw steel production (mnt)                         2,424             2,485             (2) %         4,629          5,066             (9) %
Capability utilization                                74   %            59  %          15  %            71   %         60  %          11  %
Steel shipments (mnt)                              2,365             2,326              2  %         4,312          4,658             (7) %

Average realized price of steel per ton $1,339 $1,078

            24  % $       1,352     $      983             38  %



The increase in Flat-Rolled results for the three months ended June 30, 2022
compared to the same period in 2021 was primarily due to:
•increased average realized prices, including mix (approximately $605 million)
•increased shipments (approximately $15 million)
•increased coke, iron ore and other non-steel sales (approximately $25 million)
•favorable equity investees income (approximately $45 million),
these changes were partially offset by:
•decreased non-prime sales (approximately $20 million)
•higher raw material costs (approximately $215 million)
•higher energy costs (approximately $105 million)
•increased operating costs (approximately $125 million)
•higher other costs predominantly variable compensation (approximately $25
million).

Gross margin for the three months ended June 30, 2022 compared to the same period in 2021 decreased due to higher input costs, partially offset by the impact of higher realized prices.

                                      -29-
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The increase in Flat-Rolled results for the six months ended June 30, 2022
compared to the same period in 2021 was primarily due to:
•increased average realized prices, including mix (approximately $1,555 million)
•increased coke, iron ore and other non-steel sales (approximately $60 million)
•favorable equity investees income (approximately $70 million),
these changes were partially offset by:
•decreased shipments (approximately $80 million)
•decreased non-prime sales (approximately $15 million)
•higher raw material costs (approximately $380 million)
•higher energy costs (approximately $180 million)
•increased operating costs (approximately $315 million)
•higher other costs predominantly variable compensation (approximately $150
million).

Gross margin for the six months ended June 30, 2022 compared to the same period in 2021 increased mainly due to higher average realized prices, partially offset by higher input costs and lower sales volume.

Segment results for mini mill (a)

                                            Three Months Ended June 30,         %           Six Months Ended June 30,           %
                                               2022            2021           Change           2022            2021           Change
Earnings before interest and taxes ($
millions)                                  $     270               284             (5) % $        548              416             32  %
Gross margin                                      39   %            45  %          (6) %           42   %           41  %           1  %
Raw steel production (mnt)                       750               747              -  %        1,351            1,257              7  %
Capability utilization                            91   %            91  %           -  %           83   %           84  %          (1) %
Steel shipments (mnt)                            615               616              -  %        1,122            1,063              6  %

Average realized price of steel per ton $1,331 $1,207

        10  % $      1,349     $      1,106             22  %

(a) mini mill segment added after January 15, 2021 with the purchase of the remaining stake in Great River Steel.



The decrease in Mini Mill results for the three months ended June 30, 2022
compared to the same period in 2021 was primarily due to:
•increased average realized prices, including mix (approximately $105 million)
•lower other costs (approximately $5 million),
these changes were offset by:
•decreased shipments (approximately $15 million).
•higher raw material costs (approximately $100 million)
•higher energy costs (approximately $10 million).

Gross margin for the three months ended June 30, 2022 compared to the same period in 2021 decreased primarily due to higher material costs, partially offset by the impact of higher realized prices.

The increase in Mini Mill results for the six months ended June 30, 2022
compared to the same period in 2021 was primarily due to:
•increased average realized prices, including mix and acquisition variance
(approximately $345 million),
these changes were partially offset by:
•higher raw material costs (approximately $180 million)
•higher energy costs (approximately $15 million)
•higher other costs, primarily variable compensation (approximately $20
million).

Gross margin for the six months ended June 30, 2022 compared to the same period
in 2021 increased primarily as a result of higher average realized prices and
sales volume, partially offset by increased raw material costs.
                                      -30-
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Segment results for USSE

                                            Three Months Ended June
                                                      30,                   %           Six Months Ended June 30,          %
                                               2022         2021          Change           2022            2021          Change
Earnings before interest and taxes ($
millions)                                  $    280     $      207             35  % $         544     $      312             74  %
Gross margin                                     23   %         22  %           1  %            23   %         20  %           3  %
Raw steel production (mnt)                    1,216          1,279             (5) %         2,304          2,476             (7) %
Capability utilization                           98   %        103  %          (5) %            93   %        100  %          (7) %
Steel shipments (mnt)                         1,067          1,167             (9) %         2,177          2,210             (1) %

Average realized price of steel per ($/tonne) $1,217 $905

    34  % $       1,162     $      831             40  %

Average realized price of steel per (€/tonne) €1,142 €750

          52  % €       1,064     €      689             54  %



The increase in USSE results for the three months ended June 30, 2022 compared
to the same period in 2021 was primarily due to:
•increased average realized prices, including mix (approximately $435 million)
•increased non-steel sales (approximately $15 million),
these changes were partially offset by:
•decreased shipments (approximately $20 million)
•higher raw material costs (approximately $220 million)
•increased operating costs (approximately $30 million)
•higher energy costs ($55 million)
•weakening of the Euro versus the U.S. dollar (approximately $45 million).
•higher other costs (approximately $5 million).

Gross margin for the three months ended June 30, 2022 compared to the same period in 2021 increased mainly due to higher average realized prices, partially offset by higher raw material and energy costs and lower sales volume.

The increase in USSE results for the six months ended June 30, 2022 compared to
the same period in 2021 was primarily due to:
•increased average realized prices, including mix (approximately $865 million)
•increased non-steel sales (approximately $20 million),
these changes were partially offset by:
•decreased shipments (approximately $5 million)
•higher raw material costs (approximately $370 million)
•increased operating costs (approximately $70 million)
•higher energy costs (approximately $125 million)
•weakening of the Euro versus the U.S. dollar (approximately $55 million)
•higher other costs, primarily variable compensation (approximately $30
million).

Gross margin for the six months ended June 30, 2022 compared to the same period in 2021 increased mainly due to higher average realized prices, partially offset by higher raw material and energy costs and lower sales volume.

Segment results for Tubular

                                                Three Months Ended June 30,           %           Six Months Ended June 30,           %
                                                   2022              2021           Change           2022            2021           Change
Earnings/(loss) before interest and taxes ($
millions)                                    $         107     $           -            100  % $        184     $        (29)           734  %
Gross margin                                            30   %             7  %          23  %           30   %           (1) %          31  %
Raw steel production (mnt)                             168               114             47  %          324              207             57  %
Capability utilization                                  75   %            51  %          24  %           73   %           46  %          27  %
Steel shipments (mnt)                                  136               105             30  %          264              194             36  %
Average realized steel price per ton         $       2,727     $       1,633             67  % $      2,543     $      1,513             68  %



                                      -31-
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The increase in Tubular results for the three months ended June 30, 2022
compared to the same period in 2021 occurred despite continued high levels of
imports and was primarily due to:
•increased average realized prices, including mix (approximately $115 million)
•increased shipments, including volume efficiencies (approximately $15 million),
these changes were partially offset by:
•higher raw material costs (approximately $15 million)
•higher other costs (approximately $10 million),

Gross margin for the three months ended June 30, 2022 compared to the same period in 2021 increased mainly due to higher average realized prices and sales volume.

The increase in Tubular results for the six months ended June 30, 2022 compared
to the same period in 2021 occurred despite continued high levels of imports and
was primarily due to:
•increased average realized prices, including mix (approximately $215 million)
•increased shipments, including volume efficiencies (approximately $30 million),
these changes were partially offset by:
•increased operating costs (approximately $5 million),
•higher raw material costs (approximately $20 million)
•higher other costs (approximately $5 million).

Gross margin for the six months ended June 30, 2022 compared to the same period
in 2021 increased primarily as a result of higher average realized prices and
sales volume.

Net interest and other financial charges

                                              Three Months Ended June 30,        %         Six Months Ended June 30,        %
(Dollars in millions)                               2022           2021        Change           2022          2021        Change
Interest expense                             $            39    $    84             54  % $          89    $   176             49  %
Interest income                                           (4)        (1)           300  %            (5)        (2)           150  %
Loss on debt extinguishment                                2          1           (100) %             2        256             99  %
Other financial costs                                     16          4           (300) %            18         22             18  %
Net periodic benefit income                              (61)       (29)           110  %          (122)       (60)           103  %
Total net interest and other financial
(benefits) costs                             $            (8)   $    59            114  % $         (18)   $   392            105  %



Net interest and other financial (benefits) costs improved in the three months
ended June 30, 2022 as compared to the same period in 2021 primarily due to
reduced interest expense from a reduced level of debt and an increase in net
periodic benefit income, primarily due to lower amortization of actuarial
losses.

Net interest and other financial (benefits) costs improved in the six months
ended June 30, 2022 compared to the same period in 2021 primarily due the
absence of current year debt retirement losses, reduced interest expense from a
reduced level of debt and an increase in net periodic benefit income, primarily
due to lower amortization of actuarial losses.

Income taxes

Income tax expense was $284 million in the three months ended June 30, 2022
compared to an income tax benefit of $37 million in the same period in 2021. The
change from the prior year period was primarily due to the tax benefit in the
prior year period resulting from the release of the valuation allowance on
domestic deferred tax assets.

Income tax expense was $530 million in the six months ended June 30, 2022
compared to an income tax benefit of $36 million in the same period in 2021. The
change from the prior year period was primarily due to the tax benefit in the
prior year period resulting from the release of the valuation allowance on
domestic deferred tax assets.

On July 8, 2022, Pennsylvania House Bill 1342 was enacted, which in part phased
in a corporate net income tax (CNIT) rate reduction over nine years. The CNIT
rate for the 2022 tax year is 9.99%. The CNIT rate will be reduced to 8.99% for
the 2023 tax year. Starting with the 2024 tax year, the rate is reduced by 0.5%
annually until it reaches 4.99% for the 2031 tax year and each year thereafter.
The Company is currently assessing the impact of the law change but does not
believe that it will have a material impact on its Condensed Consolidated
Financial Statements.

Net earnings

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Net earnings attributable to United States Steel Corporation were $978 million
and $1,860 million in the three and six months ended June 30, 2022,
respectively, compared to net earnings of $1,012 million and $1,103 million in
the three and six months ended June 30, 2021, respectively. The changes
primarily reflect the factors discussed above.

CASH AND CAPITAL RESOURCES

Net cash from operating activities

Net cash provided by operating activities was $1,676 million for the six months
ended June 30, 2022 compared to net cash provided by operating activities of
$1,103 million in the same period in 2021. The period over period increase in
cash from operations was primarily due to higher net earnings, increases to
income taxes payable and deferred income taxes, partially offset by changes in
working capital and losses on debt extinguishments in the prior year period.
Changes in working capital can vary significantly depending on factors such as
the timing of inventory production and purchases, which is affected by the
length of our business cycles as well as our captive raw materials position,
customer payments of accounts receivable and payments to vendors in the regular
course of business.

As shown below, our cash conversion cycle for the second quarter of 2022 increased by 6 days compared to the fourth quarter of 2021, mainly due to the increase in inventory days due to the increase in material inventories raw.

Cash Conversion Cycle                                     Second Quarter of 2022                Fourth Quarter of 2021
                                                        $ millions            Days            $ millions            Days
Accounts receivable, net (a)                              $2,602               36               $2,089               37

+ Inventories (b)                                         $3,014               56               $2,210               51

- Accounts Payable and Other Accrued Liabilities
(c)                                                       $3,288               63               $2,684               65
= Cash Conversion Cycle (d)                                                    29                                    23


(a) Calculated as Average Accounts Receivable, net divided by total Net Sales
multiplied by the number of days in the period.
(b) Calculated as Average Inventory divided by total Cost of Sales multiplied by
the number of days in the period.
(c) Calculated as Average Accounts Payable and Other Accrued Liabilities less
bank checks outstanding and other current liabilities divided by total Cost of
Sales multiplied by the number of days in the period.
(d) Calculated as Accounts Receivable Days plus Inventory Days less Accounts
Payable Days.

The cash conversion cycle is a non-generally accepted accounting principles
(non-GAAP) financial measure. We believe the cash conversion cycle is a useful
measure in providing investors with information regarding our cash management
performance and is a widely accepted measure of working capital management
efficiency. The cash conversion cycle should not be considered in isolation or
as an alternative to other GAAP metrics as an indicator of performance.

The last-in, first-out (LIFO) inventory method is the predominant inventory costing method for our flat-rolled and tubular segments. Based on the company’s latest internal guidance and inventory requirements, management does not believe there will be any significant permanent LIFO liquidations that would impact earnings for the remainder of 2022.

Net cash used in investment activities

Net cash used in investing activities was $602 million for the six months ended
June 30, 2022 compared to net cash used in investing activities of $885 million
in the same period in 2021. The decrease in net cash used in investing
activities was primarily due to the payment of $625 million in the prior year
period for the purchase of the remaining equity interest in Big River Steel,
proceeds of $53 million in the current year period from government grants,
partially offset by increased capital expenditures (discussed in more detail
below) and lower proceeds from the sale of assets.

Capital expenditures for the six months ended June 30, 2022, were $660 million,
compared with $284 million in the same period in 2021. Flat-Rolled capital
expenditures were $229 million which includes spending for the construction of a
pig iron facility and hot strip mill upgrades at Gary Works, as well as mining
equipment and other infrastructure, environmental, and strategic projects across
the NAFR footprint. Mini Mill capital expenditures were $390 million and
included $230 million for BR2 being built in Osceola, Arkansas, as well as
spending for the new continuous galvanizing line (CGL) and Non-Grain Oriented
electrical steel facility being built at the existing Big River Steel facility.
USSE capital expenditures were $34 million and included spending for the blast
furnace stove, 5-stand control system and rail bridge upgrades and various other
projects. Tubular capital expenditures were $7 million and included spending to
support steelmaking, infrastructure, and environmental projects at Fairfield.

Net cash used in fundraising activities

Net cash used in financing activities was $548 million for the six months ended
June 30, 2022 compared to net cash used in financing activities of $855 million
in the same period last year. The period over period increase in cash from
financing activities
                                      -33-
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was primarily due to the absence of significant current year debt repayments and
current year proceeds from government grants, partially offset by the absence of
current year common stock issuances and the current year repurchase of common
stock.

Debt Financing

Certain of our credit facilities, including the Credit Facility Agreement, the
Big River Steel ABL Facility, the USSK Credit Agreement and the Export Credit
Agreement, contain standard terms and conditions including customary material
adverse change clauses. If a material adverse change was to occur, our ability
to fund future operating and capital requirements could be negatively impacted.

We may from time to time seek to retire or repurchase our outstanding long-term
debt through open market purchases, privately negotiated transactions, exchange
transactions, redemptions or otherwise. Such purchases or exchanges, if any,
will depend on prevailing market conditions, our liquidity requirements, and
other factors and may be commenced or suspended at any time. The amounts
involved may be material. See Note 15 to the Condensed Consolidated Financial
Statements for further details regarding U. S. Steel's debt.

We use surety bonds, trusts and letters of credit to provide financial assurance
for certain transactions and business activities. The use of some forms of
financial assurance and cash collateral have a negative impact on liquidity. U.
S. Steel has committed approximately $272 million of liquidity sources for
financial assurance purposes as of June 30, 2022. Increases in certain of these
commitments which use collateral are reflected within cash, cash equivalents and
restricted cash on the Condensed Consolidated Statement of Cash Flows.

Share buybacks

Common stock repurchased under our share repurchase program that was approved in
October 2021 and increased in January 2022 totaled 22,513,571 shares and
approximately $522 million in the six months ended June 30, 2022. On July 25,
2022, following the completion of the previously authorized $800 million share
repurchase programs, the Board of Directors authorized a new share repurchase
program that allows for the repurchase of up to $500 million of its outstanding
common stock from time to time in the open market or privately negotiated
transactions at the discretion of management. The Company's share repurchase
program does not obligate it to acquire any specific number of shares. See Note
22 to the Condensed Consolidated Financial Statements for further details.

Capital requirements

US Steel’s contractual commitments to acquire property, plant and equipment at June 30, 2022totaled $2.128 billion.

Liquidity

The following table summarizes US Steel’s cash at June 30, 2022:

(in millions of dollars)

  Cash and cash equivalents                                               $ 

3,035

  Amount available under Credit Facility Agreement                          

1,746

  Amount available under Big River Steel - Revolving Line of Credit           350
  Amount available under USSK Credit Agreement and USSK Credit Facility       317
  Total estimated liquidity                                               $ 5,448



In the first half of 2022, we received $82 million in proceeds from government
incentives for the construction of BR2, from the sale of tax credits under the
State of Arkansas's Recycling Tax Credit program. The Company is contingently
liable for certain repayment penalties if it fails to meet certain employment
requirements. In addition, the Company received government grants totaling $53
million for the reimbursement of qualifying project costs related to the
construction of BR2. This amount primarily consists of a $50 million grant from
the State of Arkansas Quick Action Closing Fund. See Note 21 to the Condensed
Consolidated Financial Statements for further details.

We finished the second quarter of 2022 with $3,035 million of cash and cash
equivalents and $5,448 million of total liquidity. Available cash is left on
deposit with financial institutions or invested in highly liquid securities with
parties we believe to be creditworthy. Substantially all of the liquidity
attributable to our foreign subsidiaries can be accessed without the imposition
of income taxes as a result of a prior election to liquidate for U.S. income tax
purposes a foreign subsidiary that holds most of our international operations.

We expect that our estimated liquidity requirements will consist primarily of
the remaining portion of our 2022 planned strategic and sustaining capital
expenditures, working capital requirements, interest expense, and operating
costs and employee benefits for our operations after taking into account the
footprint actions and cost reductions at our plants and headquarters. Our
available
                                      -34-
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liquidity at June 30, 2022 consists principally of our cash and cash equivalents
and available borrowings under the Credit Facility Agreement, Big River Steel
ABL Facility, USSK Credit Agreement and the USSK Credit Facility. Management
continues to evaluate market conditions in our industry and our global liquidity
position, and may consider additional actions to further strengthen our balance
sheet and optimize liquidity, including but not limited to the repayment or
refinancing of outstanding debt and the incurrence of additional debt to
opportunistically finance strategic projects. The Company may also return excess
liquidity to shareholders through share repurchases and dividends from time to
time if deemed appropriate by management.

U. S. Steel management believes that our liquidity will be adequate to fund our
requirements based on our current assumptions with respect to our results of
operations and financial condition.

Environmental Matters, Litigation and Contingencies

Some of U. S. Steel's facilities were in operation before 1900. Although the
Company believes that its environmental practices have either led the industry
or at least been consistent with prevailing industry practices, hazardous
materials have been and may continue to be released at current or former
operating sites or delivered to sites operated by third parties.

Our U.S. facilities are subject to environmental laws applicable in the U.S.,
including the Clean Air Act (the CAA), the Clean Water Act (CWA), the Resource
Conservation and Recovery Act (RCRA) and the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), as well as state and local
laws and regulations.

US Steel has incurred and will continue to incur significant capital, operating, maintenance and remediation expenditures due to environmental laws and regulations related to the release of hazardous materials, which in recent years have primarily consisted of process changes to meet CAA obligations. and similar obligations in Europe.

EU environmental requirements and Slovak operations

Phase IV of the EU Emissions Trading System (EU ETS) commenced on January 1,
2021, and will finish on December 31, 2030. The European Commission issued final
approval of the updated 2021-2025 Slovak National Allocation table in February
2022. Subsequently, the Slovak Ministry of Environment allocated the full amount
of 2022 free allowances totaling 6.3 million EUA to USSE in February and April
2022. As of June 30, 2022, we have pre-purchased approximately 1.7 million EUA
totaling €111 million (approximately $115 million) to cover the expected 2022
shortfall emission allowances.

The EU's Industrial Emissions Directive requires implementation of EU determined
best available techniques (BAT) for Iron and Steel production to reduce
environmental impacts as well as compliance with BAT associated emission levels.
Total capital expenditures for projects to comply with or go beyond BAT
requirements were €138 million (approximately $143 million) over the actual
program period. These costs were partially offset by the EU funding received and
may be mitigated over the next measurement periods if USSK complies with certain
financial covenants, which are assessed annually. USSK complied with these
covenants as of June 30, 2022. If we are unable to meet these covenants in the
future, USSK might be required to provide additional collateral (e.g., bank
guarantee) to secure 50 percent of the EU funding received.

For more details on applicable laws in Slovakia and the EU and their impact on the USSE, see Note 21 to the condensed consolidated financial statements, “Contingency and Commitments – Environmental Matters, EU Environmental Requirements”.

New and emerging environmental regulations

United States and European regulations on greenhouse gas emissions

Future compliance with CO2 emission requirements may include substantial costs
for emission allowances, restriction of production and higher prices for coking
coal, natural gas and electricity generated by carbon-based systems. Because we
cannot predict what requirements ultimately will be imposed in the U.S. and
Europe, it is difficult to estimate the likely impact on U. S. Steel, but it
could be substantial. On March 28, 2017, President Trump signed Executive Order
13783 instructing the United States Environmental Protection Agency (the U.S.
EPA) to review the Clean Power Plan (the CPP). As a result, in June 2019, the
U.S. EPA published a final rule, the "Affordable Clean Energy (ACE) Rule" that
replaced the CPP. Twenty-three states, the District of Columbia, and seven
municipalities are challenging the CPP repeal and ACE rule in the U.S. Court of
Appeals for the District of Columbia (the D.C.) Circuit. A coalition of 21
states has intervened in the litigation in support of the U.S. EPA. Various
other public interest organizations, industry groups, and members of Congress
are also participating in the litigation. On January 19, 2021, the D.C. Circuit
vacated and remanded the ACE to the U.S. EPA, while the CPP remains stayed. On
October 19, 2021, the United States Supreme Court granted petitions for
certiorari filed by the State of West Virginia and others. Oral arguments
regarding the petitions were held before the U.S. Supreme Court on February 28,
2022. On June 30, 2022, the U. S. Supreme Court ruled in favor of West Virginia.
It found that Congress never intended to grant EPA such broad authority to
totally revamp the energy sector; and noted, in particular, EPA's attempt to
impose what would be a cap-and-trade for CO2 has consistently been rejected by
Congress. The Court concluded that Section 111(d) of the Clean Air Act did not
grant EPA the authority to devise emissions caps based on the generation
shifting approach the Agency took in the CPP. There is no direct regulatory
impact on U. S. Steel from this decision.

                                      -35-
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The Phase IV EU ETS period spans 2021-2030 and began on January 1, 2021.The
Phase IV period is divided into two sub periods (2021-2025 and 2026-2030), rules
for the first subperiod are finalized, however we expect that rules for the
second subperiod may be more stringent than those for the first one. Currently,
the overall EU target is a 40 percent reduction of 1990 emissions by 2030. Free
allocation of CO2 allowances is based on reduced benchmark values which have
been published in the first quarter of 2021 and historical levels of production
from 2014-2018. Allocations to individual installations may be adjusted annually
to reflect relevant increases and decreases in production. The threshold for
adjustments is set at 15 percent and will be assessed on the basis of a rolling
average of two precedent years. Production data verified by an external auditor
shows that USSE rolling average for 2020-2021 returned to base limit for hot
metal production resulting in increase of the free allocation for 2022 compared
to 2021, however 2022 free allocation was still slightly reduced due to missing
the 15 percent threshold for sinter and coke production. Additionally, lower
production in 2019 through 2021 will have an impact on the future free
allocation for 2026-2030, where the historical production average for years
2019-2023 will be assessed. Once approved, the rules may impact subperiod
2026-2030.

In order to achieve the EU political goal of carbon emissions neutrality by
2050, on July 14, 2021, the European Commission released a package of
legislative proposals called Fit for 55. The proposals contain significant
changes to current EU ETS functions and requirements, including: a new carbon
border adjustment mechanism to impose carbon fees on EU imports, further
reduction of free CO2 allowance allocation to heavy industry and measures to
strengthen the supply of carbon allowances. The proposals are subject to the EU
legislative process, and we cannot predict their future impact.

United States – Air

The CAA imposes stringent limits on air emissions with a federally mandated
operating permit program and civil and criminal enforcement sanctions. The CAA
requires, among other things, the regulation of hazardous air pollutants through
the development and promulgation of National Emission Standards for Hazardous
Air Pollutants (NESHAP) and Maximum Achievable Control Technology (MACT)
Standards. The U.S. EPA has developed various industry-specific MACT standards
pursuant to this requirement. The CAA requires the U.S. EPA to promulgate
regulations establishing emission standards for each category of Hazardous Air
Pollutants. The U.S. EPA also must conduct risk assessments on each source
category that is already subject to MACT standards and determine if additional
standards are needed to reduce residual risks.

While our operations are subject to several different categories of NESHAP and
MACT standards, the principal impact of these standards on U. S. Steel's
operations includes those that are specific to coke making, iron making, steel
making and iron ore processing.

On July 13, 2020, the U.S. EPA published a Residual Risk and Technology Review
rule for the Integrated Iron and Steel MACT category in the Federal Register.
Based on the results of the U.S. EPA's risk review, the agency determined that
risks due to emissions of air toxics from the Integrated Iron and Steel category
are acceptable and that the current regulations provided an ample margin of
safety to protect public health. Under the technology review, the U.S. EPA
determined that there are no developments in practices, processes or control
technologies that necessitate revision of the standards. In September 2020,
several petitions for review of the rule, including those filed by the Company,
the American Iron and Steel Institute (the AISI), Clean Air Council and others,
were filed with the United States Court of Appeals for the D.C. Circuit. The
cases were consolidated and are being held in abeyance until the U.S. EPA
reviews and responds to administrative petitions for review. U.S. EPA is
required by court order to issue a final rule by October 26, 2023. Because U.S.
EPA has yet to propose a revised iron and steel rule, any impacts are
inestimable at this time.

For the Taconite Iron Ore Processing category, based on the results of the U.S.
EPA's risk review, the agency promulgated a final rule on July 28, 2020, in
which the U.S. EPA determined that risks from emissions of air toxics from this
source category are acceptable and that the existing standards provide an ample
margin of safety. Furthermore, under the technology review, the agency
identified no cost-effective developments in controls, practices, or processes
to achieve further emissions reductions. Petitions for review of the rule were
filed in the United States Court of Appeals for the D.C. Circuit, in which the
Company and the AISI intervened. U.S. EPA is required by court order to issue a
final rule by November 16, 2023. Because U.S. EPA has yet to propose a revised
taconite rule, any impacts are inestimable at this time.

U.S. EPA is in the process of conducting its statutorily obligated residual risk
and technology review of coke oven standards. Because the U.S. EPA has not
completed its review of the Coke MACT regulations, any impacts related to the
U.S. EPA's review of the coke standards cannot be estimated at this time.

In response to Court orders that invalidated prior U. S. EPA determinations
regarding ozone attainment interference, on April 6, 2022, U.S. EPA proposed a
Federal Implementation Plan (that would replace several pending or disapproved
State Implementation Plans) for Regional Ozone Transport for the 2015 Ozone
National Ambient Air Quality Standard. The proposed rule would affect electric
generating units (EGUs) in 26 states and certain non-EGU industries, including,
among several others, coke ovens, taconite production kilns, boilers, blast
furnaces, basic oxygen furnaces, reheating furnaces, and annealing furnaces in
23 states, including those where U. S. Steel has operations. The impacts of the
rule, if promulgated as proposed, could be material. U. S. Steel submitted
comments on the proposed rule on June 21, 2022.

The CAA also requires the U.S. EPA to develop and implement NAAQS for criteria
pollutants, which include, among others, particulate matter (PM) - consisting of
PM10 and PM2.5, lead, carbon monoxide, nitrogen dioxide, sulfur dioxide (SO2),
and ozone.

                                      -36-
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In October 2015, the U.S. EPA lowered the NAAQS for ozone from 75 parts per
billion (ppb) to 70 ppb. On November 6, 2017, the U.S. EPA designated most areas
in which we operate as attainment with the 2015 standard. In a separate ruling,
on June 4, 2018, the U.S. EPA designated other areas in which we operate as
"marginal nonattainment" with the 2015 ozone standard. On December 6, 2018, the
U.S. EPA published a final rule regarding implementation of the 2015 ozone
standard. Because no state regulatory or permitting actions to bring the ozone
nonattainment areas into attainment have yet to be proposed or developed for U.
S. Steel facilities, the operational and financial impact of the ozone NAAQS
cannot be reasonably estimated at this time. On December 31, 2020, the U.S. EPA
published a final rule pursuant to its statutorily required review of NAAQS that
retains the ozone NAAQS at 70 ppb. In January 2021, New York, along with several
states and non-governmental organizations filed petitions for judicial review of
the action with the United States Court of Appeals for the D.C. Circuit. Several
other states and industry trade groups intervened in support of the U. S. EPA's
action. The case remains in abeyance before the court until December 15, 2023,
as the U.S. EPA voluntarily reconsiders the ozone NAAQS. Because the U.S. EPA
has yet to complete its reconsideration and propose a revised ozone NAAQS, any
impacts are inestimable at this time.

On December 14, 2012, the U.S. EPA lowered the annual standard for PM2.5 from 15
micrograms per cubic meter (ug/m3) to 12 ug/m3 and retained the PM2.5 24-hour
and PM10 NAAQS rules. In December 2014, the U.S. EPA designated some areas in
which U. S. Steel operates as nonattainment with the 2012 annual PM2.5 standard.
On April 6, 2018, the U.S. EPA published a notice that Pennsylvania, California
and Idaho failed to submit a State Implementation Plan (an SIP) to demonstrate
attainment with the 2012 fine particulate standard by the deadline established
by the CAA. As a result of the notice, Pennsylvania, a state in which we
operate, was required to submit an SIP to the U.S. EPA no later than November 7,
2019 to avoid sanctions. On April 29, 2019, the Allegheny County Health
Department (ACHD) published a draft SIP for the Allegheny County nonattainment
area which demonstrates that all of Allegheny County will meet its reasonable
further progress requirements and be in attainment with the 2012 PM2.5 annual
and 24-hour NAAQS by December 31, 2021, with the existing controls that are in
place. On September 12, 2019, the Allegheny County Board of Health unanimously
approved the draft SIP. The draft SIP was then sent to the Pennsylvania
Department of Environmental Protection (PADEP). PADEP submitted the SIP to the
U.S. EPA for approval on November 1, 2019. To date, the U.S. EPA has not taken
action on PADEP's submittal. On December 18, 2020, the U.S. EPA published a
final rule pursuant to its statutorily required review of NAAQS that retains the
existing PM2.5 standards without revision. In early 2021, several states and
non-governmental organizations filed petitions for judicial review of the action
with the United States Court of Appeals for the D.C. Circuit. Several industry
trade groups intervened in support of the U.S. EPA's action. The case remains in
abeyance before the court until March 1, 2023, as U.S. EPA voluntarily
reconsiders the PM2.5 NAAQS. In court filings, U.S. EPA advised the Court that
it intends to complete its reconsideration process by proposing a rule in Summer
2022 and promulgating a final rule in Spring 2023. Because U.S. EPA has yet to
complete its reconsideration and propose a revised PM2.5 NAAQS, any impacts are
inestimable at this time.

On January 26, 2021, ACHD announced that for the first time in history all eight
air quality monitors in Allegheny County met the federal air quality standards
including, in particular sulfur dioxide and particulate matter (PM2.5 and PM10).
Preliminary data from 2021 indicates that all eight air quality monitors
continue to meet the standards. On March 16, 2022, U.S. EPA published a final
rule, a clean data determination, showing that Allegheny County has attained the
2012 annual PM2.5 NAAQS based on the 2018 - 2020 ambient air quality data. Based
on these data, ACHD is in the process of seeking EPA approval to redesignate the
area as attainment with the 2012 annual PM2.5 NAAQS.

For more information on relevant environmental issues, including environmental remediation obligations, see “Item 1. Legal Proceedings – Environmental Proceedings”.

OFF-BALANCE SHEET ARRANGEMENTS

US Steel did not enter into any significant new off-balance sheet deals during the second quarter of 2022.

INTERNATIONAL EXCHANGE

U. S. Steel continues to face import competition, much of which is unfairly
traded and fueled by massive global steel overcapacity, currently estimated to
be over 500 million metric tons per year-more than five times the entire U.S.
steel market and over nineteen times total U.S. steel imports. These imports and
overcapacity negatively impact the Company's operational and financial
performance. U. S. Steel continues to lead efforts to address these challenges
that threaten the Company, our workers, our stockholders, and our country's
national and economic security.

As of the date of this filing, pursuant to a series of Presidential
Proclamations issued in accordance with Section 232 of the Trade Expansion Act
of 1962, U.S. imports of certain steel products are subject to a 25 percent
tariff, except imports from: (1) Argentina, Brazil, and South Korea, which are
subject to restrictive quotas; (2) the European Union (EU), Japan, and the
United Kingdom (UK) that are melted and poured in the EU/Japan/UK, within
quarterly tariff-rate quota (TRQ) limits; (3) Canada and Mexico, which are not
subject to tariffs or quotas, but tariffs could be re-imposed on surging product
groups after consultations; (4) Ukraine, which was granted a one-year tariff
exemption until June 1, 2023; and (5) Australia, which are not subject to
tariffs, quotas, or an anti-surge mechanism. The Section 232 TRQs on Japan went
into effect on April 1, 2022. The Section 232 TRQs on the UK and the one-year
Section 232 tariff exemption for Ukraine went into effect on June 1, 2022.

The US Department of Commerce (DOC) manages a process in which WE
companies may request and/or object to temporary product exclusions from Section 232 tariffs and quotas. US Steel opposes requests for exclusions of imported products that are identical to or substitutes for products manufactured by US Steel.

                                      -37-
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Multiple legal challenges to the Section 232 action continue before the U.S.
Court of International Trade (CIT) and the U.S. Court of Appeals for the Federal
Circuit (CAFC), the latter which has consistently rejected constitutional and
statutory challenges to the Section 232 action.

Since its implementation in March 2018, the Section 232 action has supported the
U.S. steel industry's and U. S. Steel's investments in advanced steel production
capabilities, technology, and skills, strengthening U.S. national and economic
security. The Company continues to actively defend the Section 232 action.

In February 2019the European Commission (EC) has put in place a definitive safeguard measure on world steel imports in the form of tariff rate quotas which impose 25% customs duties on imports of steel which exceed the limit of the tariff rate quota, in force until June 2024.

Antidumping duties (AD) and countervailing duties (CVD or antisubsidy duties)
apply in addition to the Section 232 tariffs, quotas, TRQs and the EC's
safeguard, and AD/CVD orders may continue beyond the Section 232 action and the
EC's safeguard. U. S. Steel continues to actively defend and maintain the 60
U.S. AD/CVD orders and 12 EU AD/CVD orders covering U. S. Steel products in
multiple proceedings before the DOC, U.S. International Trade Commission (ITC),
CIT, CAFC, the EC and European courts, and the WTO.

The ITC and DOC are conducting new AD/CVD investigations on imports of OCTG from
Argentina, Mexico, Korea, and Russia that are expected to conclude by November
2022. In July 2022, the ITC voted to continue the AD/CVD orders on
corrosion-resistant steel from China, India, Italy, South Korea and Taiwan and
cold-rolled steel from China, India, Japan, South Korea, and the UK for another
five years, but voted to revoke the AD/CVD orders on cold-rolled steel from
Brazil. The ITC continues its five-year "sunset" reviews of AD/CVD orders on
hot-rolled steel from eight countries, with decisions to continue or revoke
those orders expected in October 2022.

The EC is conducting new anti-dumping investigations on imports of hot-dip galvanized steel from Russia and Turkeywith a final decision expected this year.

In April, the United States suspended normal trade relations with Russia and
Belarus, resulting in higher normal tariffs on imports from Russia and Belarus,
including steel and raw materials. In June, President Biden announced additional
tariff increases on certain products from Russia, including certain steel
products and ferroalloys, effective August 1, 2022.

Additional tariffs of 7.5 to 25 percent continue to apply to certain U.S.
imports from China, including certain raw materials used in steel production,
semi-finished and finished steel products, and downstream steel-intensive
products, pursuant to Section 301 of the Trade Act of 1974. The United States
Trade Representative (USTR) is currently conducting a statutory review of the
Section 301 tariffs.

The United States and EU are currently negotiating a global arrangement on steel
overcapacity and carbon intensity that is targeted for completion by the end of
2023.

US Steel will continue to execute a broad global strategy to maximize opportunities and address challenges presented by imports, global steel overcapacity, and changing international trade law and policy.

NEW ACCOUNTING STANDARDS

See Notes 2 and 3 to the condensed consolidated financial statements in Part I

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